8-K 1 muskoka8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) August 6, 2009 -------------- Muskoka Flooring Corporation ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) DELAWARE ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 333-148256 None ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 1 Rue de Hesse, 1204 Geneva Switzerland -------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) +41 22 328 7588 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. (a) On August 6, 2009, Board of Directors of the Registrant dismissed Moore & Associates Chartered, its independent registered public account firm. On the same date, August 6, 2009, the accounting firm of Seale and Beers, CPAs was engaged as the Registrant's new independent registered public account firm. The Board of Directors of the Registrant and the Registrant's Audit Committee approved of the dismissal of Moore & Associates Chartered and the engagement of Seale and Beers, CPAs as its independent auditor. None of the reports of Moore & Associates Chartered on the Company's financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Registrant's audited financial statements contained in its Form 10-K for the fiscal year ended December 31, 2008 a going concern qualification in the registrant's audited financial statements. During the registrant's two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Moore and Associates, Chartered whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Moore and Associates, Chartered's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the registrant's financial statements. The registrant has requested that Moore and Associates, Chartered furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The letter is attached as an exhibit to this Form 8-K. b) On August 6, 2009, the registrant engaged Seale and Beers, CPAs as its independent accountant. During the two most recent fiscal years and the interim periods preceding the engagement, the registrant has not consulted Seale and Beers, CPAs regarding any of the matters set forth in Item 304(a)(1)(v) of Regulation S-K. ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. a) Not Applicable. b) Not Applicable. c) Exhibits No. Exhibits --- -------- 16.1 Letter from Moore and Associates, Chartered, dated August 7, 2009, to the Securities and Exchange Commission regarding statements included in this Form 8-K SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 7, 2009 By: /s/ Michel L. Marengere -------------------------- Name: Michel L. Marengere Title: President EXHIBIT INDEX Exhibit No. Description of Exhibit ----------- ---------------------- 16.1 Letter from Moore and Associates, Chartered, dated August 7, 2009, to the Securities and Exchange Commission regarding statements included in this Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2009

MUSKOKA FLOORING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	333-148256	N/A
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
	1 Rue de Hesse
	1204 Geneva, Switzerland
	(Address of principal executive office)

+41 22 328 7588

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A

RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW

On May 26, 2009, the Company inadvertently and prematurely filed a draft of its Form 10-Q for the first quarter ending March 31, 2009. The filing was undertaken before its independent accountant could review the financial statements.

The Company's President and the Company's Board of Directors were informed of the error cited above by our independent auditor immediately. Specifically, we were informed by e-mail on May 27, 2009, that the independent accountant had not completed their review of the financial statements. Management made this filing under the erroneous assumption that it had prior approval from their independent accountant. Management has implemented a subsequent policy to confirm that no quarterly or annual financial statements be filed without written confirmation from our independent accountant of their completion of their review or consent, as appropriate. The Company's Board of Directors, in the absence of an audit committee, or authorized officer or officers, discussed with the independent accountant the matters disclosed in the filing pursuant to the Item 4.02(b) of Form 8-K.

As a result, the financial statements contained in the above mentioned Form 10-Q should not be relied upon. The Company shall file amended filings that have been approved by our independent auditor as soon as possible.

A copy of this Form 8-K has been provided to our independent accountant requesting that the they write a letter, addressed to the U.S. Securities and Exchange Commission, stating whether they agree with the statements made by the Company in response to this Item 4.02 and, if not, stating the respects to which it does not agree. The letter from Moore & Associates is hereby submitted as Exhibit 16.1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MUSKOKA FLOORING CORPORATION
Date: 5 June 2009	By:	/s/ Michel L. Marengere
		Michel L. Marengere
		Chairman & CEO

EXHIBIT INDEX

Exhibit No.		Description
16.1		Letter from Moore & Associates, Chartered

Filing Compare · MUSKOKA FLOORING CORP